Board Member Orientation Manual - Air Barrier Association of America

ABAA Board of Directors Orientation Manualof a written proxy, appoint a proxy holder to attend and act at a specific meeting of votingmembers in the manner and to the extent authorized by the proxy. A proxy holder must be avoting member of the Corporation.8. MEMBERSHIP NON-TRANSFERABLE Membership shall be non-transferable.MEETINGS OF VOTING MEMBERS9. ANNUAL MEETINGS An annual meeting of the voting members of the Corporation shall beheld at some date not later than eighteen (18) months after the incorporation of theCorporation and subsequently at least once in each calendar year and not more than fifteen(15) months after holding of the last preceding annual meeting.10. PLACE OF MEETINGS The annual or any other general meeting of the voting membersshall be held at the head office of the Corporation or at any place as the Board of Directorsmay determine and on such day and at such time as the said directors may appoint.11. CALLING MEETINGS. The Board of Directors, the Chair, the Chief Executive Officer or theVice-Chair shall have the power to call, at any time, a general meeting of the voting membersof the Corporation. The Board of Directors shall call a special general meeting of the votingmembers on written requisition of voting members carrying not less than 5% of the votingrights.12. BUSINESS OF ANNUAL MEETING. At every annual meeting, in addition to any otherbusiness that may be transacted, the report of the directors, the financial statement and thereport of the auditors shall be presented. As well, auditors shall be appointed for the ensuingyear. The voting members may consider and transact any business either special or generalat any meeting of the members.13. QUORUMmeeting.10% of the voting members will constitute a quorum for the annual general14. NOTICE. Fourteen (14) days written notice by mail shall be given to each voting member ofany annual or special general meeting of voting members. Notice of any meeting shouldcontain sufficient information to permit the voting members to form a reasoned judgment onthe decision to be taken. Notice of each meeting of voting members must remind the votingmember of the right to vote by proxy. Non-voting members shall have no right to receivenotice of any meeting. For purposes of sending notice to any voting member, director orofficer for any meeting or otherwise, the address of the voting member, director or officershall be his or her last address reported on the books of the Corporation.15. MEETING WITHOUT NOTICE. A meeting for voting members may be held for any purposeat any date and time and at any place within United States of America without notice if all thevoting members are present in person or represented by proxies at the meeting or if all theabsent voting members entitled to notice of such meeting have signified their assent in writingto such meeting being held. Such assent may be validly given either before or after themeeting to which such assent relates.16. OMISSION OF NOTICE. No error or omission in giving notice of any annual or generalmeeting to any voting member of the Corporation shall invalidate such meeting or make voidany proceedings taken thereat. Any voting member may at any time waive notice of anysuch meeting and may ratify, approve and confer any or all proceedings taken or had thereat.17. VOTES. Every question submitted to any meeting of voting members shall be decided in thefirst instance by a majority of votes unless the Act or these by-laws otherwise provide. In the2013 Board of Directors Orientation Manual Page 36 of 59